0000916457-18-000134.txt : 20180312 0000916457-18-000134.hdr.sgml : 20180312 20180312170534 ACCESSION NUMBER: 0000916457-18-000134 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180308 FILED AS OF DATE: 20180312 DATE AS OF CHANGE: 20180312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hill Thad CENTRAL INDEX KEY: 0001351761 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 18684243 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138302000 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 wf-form4_152088870865219.xml FORM 4 X0306 4 2018-03-08 1 0000916457 CALPINE CORP CPN 0001351761 Hill Thad CALPINE CORPORATION 717 TEXAS AVENUE, SUITE 1000 HOUSTON TX 77002 1 1 0 0 President & CEO Common Stock, par value $0.001 per share 2018-03-08 4 D 0 565050 D 0 D Restricted Stock Units 2018-03-08 4 D 0 79089 D Common Stock, par value $0.001 per share 79089.0 0 D Performance Stock Units 2018-03-08 4 D 0 94554 D Common Stock, par value $0.001 per share 94554.0 0 D Performance Stock Units 2018-03-08 4 D 0 6706 D Common Stock, par value $0.001 per share 6706.0 0 D Employee Stock Option (right to buy) 12.4 2018-03-08 4 D 0 15571 D 2020-05-16 2027-05-16 Common Stock, par value $0.001 per share 15571.0 0 D Employee Stock Option (right to buy) 9.49 2018-03-08 4 D 0 100000 D 2012-05-07 2019-05-07 Common Stock, par value $0.001 per share 100000.0 0 D Employee Stock Option (right to buy) 12.13 2018-03-08 4 D 0 300000 D 2013-11-03 2020-11-03 Common Stock, par value $0.001 per share 300000.0 0 D Employee Stock Option (right to buy) 11.69 2018-03-08 4 D 0 292489 D 2020-02-15 2027-02-15 Common Stock, par value $0.001 per share 292489.0 0 D On August 17, 2017, Calpine Corporation, a Delaware corporation the ("Company"), entered into an Agreement and Plan of Merger, dated August 17, 2017 (the "Merger Agreement") with Volt Parent, LP, a Delaware limited partnership ("Parent"), and Volt Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a subsidiary of Parent on the terms and conditions set forth in the Merger Agreement. At the effective time of the Merger, these shares of common stock have been converted into the right to receive $15.25 in cash, without interest. Award of restricted stock units ("RSU") pursuant to Calpine Corporation's 2017 Equity Incentive Plan (the "Equity Plan"). The grant was approved by the Board of Directors on February 15, 2017 contingent upon shareholder approval of the Equity Plan. The Equity Plan was approved by the Company's shareholders at the 2017 Annual Meeting on May 10, 2017 and became effective as of that date. The award vests in three equal annual installments on the first, second and third anniversary dates of the grant date. Each RSU converts into common stock on a one for one basis. Pursuant to the Merger Agreement, these RSUs were cancelled in exchange for the right to receive a cash payment of $15.25 for each such RSU. Pursuant to the Merger Agreement, these performance share units ("PSU") were cancelled in exchange for the right to receive a cash payment of $15.25 for each share of common stock underlying such PSU (assuming for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 150% of the target award). Pursuant to the Merger Agreement, this derivative security was cancelled in exchange for a cash payment equal to the difference between the exercise price and $15.25. /s/ W. Thaddeus Miller by Power of Attorney 2018-03-12